Rite Zone Chemcon India Ltd Directors Report

During the financial year under review, Gross Income of ^2,581.84 lakhs was recorded as
against ^2,642.19 lakhs in the previous financial year, reflecting a decrease of
approximately 2.28%. The total expenditure incurred during the year amounted to
^2,525.14 lakhs, as compared to ^2,528.93 lakhs in the previous financial year, reflecting
a marginal decrease of approximately 0.15%.

Profit Before Tax (PBT) was recorded at ^56.69 lakhs during the year under review as
against ^113.25 lakhs in the previous year, representing a decrease of approximately
49.94%. After provision for current and deferred tax, Profit After Tax (PAT) stood at
^34.13 lakhs as against ^89.32 lakhs in the previous financial year, representing a
decrease of approximately 61.79%. The Earnings Per Share (EPS) was recorded at ^0.81
for the financial year ended March 31, 2026, as compared to ^2.11 in the previous
financial year.

The decrease in profitability during the year under review was attributable to the changes
in the income and expenditure levels during the year. Continued focus is being placed on
operational efficiency, cost optimisation and improvement in overall business
performance.

During the year there was no change in main business activity and adopted following
main business activity.

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There is no change in the Authorized Share Capital during the financial year 2025-26.
Hence, the Authorized Share Capital of the Company is Rs. 4,28,00,000 (Rupees Four
Crores Twenty-Eight Lakhs only) divided into 42,80,000 (Forty-Two Lakhs Eighty
Thousand) Equity Shares of Rs. 10/- each during the year 2024-25.

The Directors have not recommended dividend on equity shares for the year under
review.

During the year, Company do not have any Subsidiary Companies or Joint Venture.

The Board of Directors of the Company has decided not to transfer any amount to the
Reserves for the year under review.

Your Company has not given any guarantee and/or provided any security to any body
corporate, whether directly or indirectly, within the meaning of Section 186 of the Act.
The details of loans have been disclosed and the details of investments have been
disclosed to the financial statements forming part of this Report.

In accordance with the requirements of the Companies Act, 2013 and Articles of
Association of the Company Mrs. Arti Bhandari, Director of the Company retire at the
forthcoming Annual General Meeting and being eligible, offer herself, for re-appointment
as Director liable to retire by rotation.

During the year under review following officials were appointed/resigned:

Following relationships exist between Directors:

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During the year, 5 (Five) Board Meetings were convened and held in accordance with the
provisions of the Companies Act, 2013 and rules made there under and as per the
Secretarial Standard I as issued by the Institute of Company Secretaries of India.

At present, the Board has following three (3) Committees:

-Audit Committee

-Nomination and Remuneration Committee

-Stakeholders Relationship Committee

The Composition of the Committees and relative compliances, are in line with the
applicable provisions of the Companies Act, 2013 read with the Rules and Listing
Regulations.

The Company has two Independent Directors, who held one meeting during the year.

The Nomination and Remuneration Committee is entrusted with the responsibility of
identifying and ascertaining the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and
recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the
requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that
a person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position. Details of the policy are available on the Companys website
www.ritezone.in.

The Company has a Vigil Mechanism cum Whistle Blower Policy (Vigil Mechanism) in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behaviour,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization.

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The Policy provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Companys website www.ritezone.in.

The Company is committed to provide a healthy environment to all employees and thus
does not tolerate any sexual harassment at workplace. The Company has in place, "Policy
on Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to
provide protection to employees at the workplace and preventing and redressing
complaints of sexual harassment and it covers matters connected or incidental thereto.

The Company has not received any complaint of sexual harassment during the financial
year 2025-2026.

During the financial year under review, the Company has complied with all the provisions
of the POSH Act and the rules framed thereunder. Further details are as follow:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 7
Female Employees: 7
Transgender Employees: Nil

The Company affirms that it has duly complied with all provisions of the Maternity Benefit
Act, 1961, and has extended all statutory benefits to eligible women employees during the
year.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has adopted a Policy on Determination of
Materiality for Disclosure of Events to Stock Exchanges.

The policy sets out the criteria for determining materiality of events or information that
are required to be disclosed to the stock exchanges in a timely and transparent manner.
It aims to ensure that investors are provided with accurate and adequate information to
enable informed investment decisions and to maintain compliance with disclosure
obligations under applicable laws.

The Policy is available on the Companys website at https://www.ritezone.in/corporate-
policy.html

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the Independent
Directors in their separate meeting who also reviewed the performance of the Board as
whole.

No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.

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CHIMOON

The Company does have transactions with related party in terms of Section 188 of the
Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3)

(h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure I
to this report.

The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party
Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been
provided in the Notes forming part of the Financial Statements.

The Independent Directors have submitted their disclosures/ declarations to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act,

2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended 31^st March, 2026 the
applicable Accounting Standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the Provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

(iv) that the Directors have prepared the annual accounts for the year ended 31^st March,

2026 on a going concern basis.

(v) that the Directors have laid down internal financial control and that such internal
financial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with the Provisions
of all applicable laws.

The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of Directors/ Employees of your Company is appended in Annexure II forming
part of this Report.

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are set out in the annexure to this report. In terms of provisions of Section 136(1)
of the Companies Act, 2013 this report is being sent to the members without this
annexure. Members interested in obtaining copy of the annexure may write to the
Company Secretary and the same will be furnished on request. The said information is
available also for inspection at the registered office of the Company during working hours.

31. Fraud Reporting:

During the year under review, none of the auditors, viz., statutory auditors and secretarial
auditors, have reported to the Audit Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employee, the details
of which would need to be mentioned in the Boards report.

The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.

Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in
Annexure- III forming part of this Report.

Since the Companys securities are listed on EMERGE SME Platform of NSE, Regulations
17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E
of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
are not applicable to the Company. Hence Corporate Governance does not form part of
this Boards Report.

A report in the form of Management Discussion and Analysis Report is annexed hereto as
Annexure IV and forms part of this Report.

The Chairman places before the board, the proposal to appoint M/s. SMNK & Company,
Chartered Accountants, as the statutory auditor to fill the casual vacancy caused by the
resignation of M/s Kumbhat & Company LLP. The board discussed, agreed and approved
the appointment of M/s. SMNK & Company as statutory auditor of the Company subject

to the approval of members of the Company at the upcoming Annual General Meeting at
a remuneration decided by the Board of Directors in consultation with auditors.

M/s. SMNK & Company has furnished a certificate of their eligibility and consent for the
appointment as the Statutory Auditors of the Company for FY 2026-27 and in terms of the
Listing Regulations, the Statutory Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India

The provisions of Section 203 of Companies Act, 2013 is applicable to Company and
Company has appointed M/s. M S Pitroda & Company, Practicing Company Secretaries, to
carry out Secretarial Audit for term of 5 years from Financial Year 2025-26 to 2030-31.

During the year under review, the Company has not accepted any deposit any deposit
from the public / members pursuant to Section 73 and Section 76 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and
hence as on March 31, 2026, there are no deposits outstanding, at the end of the year
under review.

There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year and the date of
this Report, except as otherwise stated in this Report.

During the year under review, certain observations were made by the Secretarial Auditors
of the Company in their Secretarial Audit Report. The Company has considered the
observations and has provided its explanations/justifications and corrective actions,
wherever applicable, in respect of the same.

i. The Nomination and Remuneration Committee comprised only two Non-Executive
Directors. The Company Committee is not re-constituting in accordance with Section
178(1) of the Companies Act, 2013, which requires the Committee to comprise at least
three Non-Executive Directors, with not less than one-half of the members being
Independent Directors. The exemption available to SME listed entities under
Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015 does not dispense with
compliance with the provisions of Section 178 of the Companies Act, 2013

The Board has taken note of the observation and the NRC has since been reconstituted
in accordance with the applicable provisions of the Companies Act, 2013. Accordingly,
the Company has taken corrective action by reconstituting the NRC.

ii. During the year under review, as per the Internal Audit Report (for March 2026) the
Company did not deduct and/or deposit tax deducted at source in respect of certain provisions within the prescribed timelines under the Income-tax Act, 1961. The same
was subsequently deposited along with applicable interest.

The Board took note of the observation and the corrective action taken by the
Company. The Board further advised the management to strengthen the monitoring
and compliance mechanism to ensure timely deduction and deposit of TDS within the
prescribed timelines going forward.

iii. During the year under review, the company has filed the MGT 14 vide SRN AC5751866
dated September 01, 2026, for appointing Mr. Chandrakant Arvindbhai Sha w.e.f July
10, 2025, Chief Executive Officer, Key Managerial Personnel, with delay of 388 days.

Your Directors further state that during the year under review:

i. no amount is transferred to General Reserve

ii. the Company has not taken any deposits from Public or Shareholders of the Company;

iii. there were no significant / material orders passed by the Regulators or Courts or
Tribunals impacting going concern status of your Company and its operations in
future;

iv. there are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report.

v. Personnel:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely www.ritezone.in containing basic information about the
Company. The website of the Company is also containing information like Policies,
Financial Results, Annual Reports and information of the designated officials of the
Company who are responsible for assisting and handling investor grievances for the
benefit of all stakeholders of the Company, etc.

Your Directors express their deep gratitude for the co-operation and support extended to
the Company by its Members, Customers, Suppliers, Bankers and various Government
agencies.